Implementation of LTIP and Grant of Options
Source: RNS
Tuesday, 1 June 2021
Flowtech Fluidpower plc
("Flowtech", the "Group" or the "Company")
Implementation of Long-Term Incentive Plan, Grant of Options and PDMR dealings
Flowtech Fluidpower plc, the UK's leading specialist supplier of technical fluid power products, announces the implementation of a new Long Term Incentive Plan ("LTIP") together with an initial grant under the LTIP to the executive directors.
The LTIP has been established to incentivise management to deliver long-term value creation for shareholders and ensure alignment with shareholder interests.
Existing Management Incentive Plan and new Long Term Incentive Plan
The existing Management Incentive Plan ("MIP") which has been in place since IPO, in May 2014, was implemented around the Company's then growth strategy, with awards that were designed to match management's business objectives. The only other grant of options made under the MIP was in June 2016. No further awards will be made under the MIP.
The new LTIP will be based on market standard annual awards to incentivise the executive directors to drive shareholder returns.
As the grants made under the MIP in June 2016 can vest up to June 2023, there will be a period where the two incentive schemes will run concurrently. As such, the Remuneration Committee have agreed for Bryce Brooks, that there will be up to a £1 for £1 offset of any value accrued for the same period of performance.
The awards made under the LTIP will be made by the granting of nil-cost options established in accordance with the rules of the LTIP and vesting is subject to both share price and EPS performance criteria measured on the results for the three year financial period to 31 December 2023.
The Remuneration Committee has discretion to amend these terms to take account of, for example, corporate activities such as acquisitions to ensure that the performance targets remain appropriate. Malus and clawback provisions are also in place to reduce or recover any awards for criteria such as a material misstatement of the financial statements or a serious breach of the Company's code of ethics.
On 28 May 2021, options over 354,167 shares in aggregate (the "2021 Awards") were granted under the LTIP to executive directors as set out below:
|
Director / PDMR |
Role |
Number of shares over which 2021 Awards made |
|
Bryce Brooks |
Chief Executive Officer |
187,500 |
|
Russell Cash |
Chief Financial Officer |
166,667 |
The number of shares in respect of which the 2021 Awards shall vest and may be exercised, shall depend upon the extent to which the demanding performance conditions are satisfied.
Unapproved Plan Option Award
In addition to the above LTIP Award, the Company announce that it has granted an option over ordinary shares of 50 pence each in the Company ("Ordinary Shares") on 28 May 2021 to Russell Cash, Chief Financial Officer of Flowtech, pursuant to the rules of the Unapproved Sub-Plan to the Flowtech Fluidpower plc Enterprise Management Incentive Plan. This reward has been granted to Russell as a reward for past achievement and performance.
The award provides an option to acquire a total of 150,000 Ordinary Shares at an exercise price of 100 pence per Ordinary Share. The option is exercisable upon publication of the Company's accounts for the financial period to 31 December 2022 and is not subject to the achievement of any performance criteria.
Director share interests
Following the above share awards, Bryce Brooks will remain interested in 299,160 Ordinary Shares, representing approximately 0.49 per cent. of the Company's issued Ordinary Share capital.
Russell Cash will remain interested in 48,175 Ordinary Shares, representing approximately 0.08 per cent. of the Company's issued Ordinary Share capital.
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation as incorporated into UK law, provides further detail.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||
|
a) |
Name |
Bryce Brooks |
||
|
2 |
Reason for the notification |
|||
|
a) |
Position/status |
Chief Executive Officer /PDMR |
||
|
b) |
Initial notification /Amendment |
Initial notification |
||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor |
|||
|
a) |
Name |
FLOWTECH FLUIDPOWER PLC |
||
|
b) |
LEI |
LEI: 213800N68SQY5X5XS290 |
||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||
|
a)
|
Description of the financial instrument, type of instrument |
Ordinary shares of 50 pence each |
||
|
Identification code |
GB00BM4NR742 |
|||
|
b) |
Nature of the transaction |
a) Grant of options over ordinary shares (LTIP) |
||
|
c)
|
Price(s) and volume(s) |
|
a) Price : Nil Volume: 187,500 |
|
|
d)
|
Aggregated information |
|
||
|
- Aggregated volume - Price |
a) N/a - single transaction |
|||
|
e) |
Date of the transaction |
a) 28 May 2021 |
||
|
f) |
Place of the transaction |
a) Off market transaction |
||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||
|
a) |
Name |
Russell Cash |
||
|
2 |
Reason for the notification |
|||
|
a) |
Position/status |
Chief Financial Officer/PDMR |
||
|
b) |
Initial notification /Amendment |
Initial notification |
||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor |
|||
|
a) |
Name |
FLOWTECH FLUIDPOWER PLC |
||
|
b) |
LEI |
LEI: 213800N68SQY5X5XS290 |
||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||
|
a)
|
Description of the financial instrument, type of instrument |
Ordinary shares of 50 pence each |
||
|
Identification code |
GB00BM4NR742 |
|||
|
b)
|
Nature of the transaction
|
a) Grant of options over ordinary shares (LTIP) b) Grant of options over ordinary shares (Unapproved Plan) |
||
|
c)
|
Price(s) and volume(s) |
|
a) Price : Nil Volume: 166,667 b) Price: 100 pence Volume: 150,000 |
|
|
d)
|
Aggregated information |
|
||
|
- Aggregated volume - Price |
a) N/a - single transaction b) N/a - single transaction |
|||
|
e)
|
Date of the transaction
|
a) 28 May 2021 b) 28 May 2021 |
||
|
f)
|
Place of the transaction |
a) Off market transaction b) Off market transaction |
||
Enquiries to:
Flowtech Fluidpower plc
Roger McDowell, Non-Executive Chairman
Nigel Richens, Non-Executive Director and Chairman of Remuneration Committee
Tel: +44 (0) 1695 52759
Email: info@flowtechfluidpower.com
LSE: AIM symbol: FLO
Zeus Capital Limited (Nominated Adviser and Broker)
Andrew Jones, Kieran Russell (corporate finance)
Dominic King, John Goold (sales & broking)
Tel: +44 (0) 161 831 1512
finnCap Capital Markets (Joint Broker)
Ed Frisby, Kate Bannatyne (Corporate Finance)
Rhys Williams, Andrew Burdis (Sales & Broking)
Tel: + 44 (0) 20 7220 0500
TooleyStreet Communications (IR and media relations)
Fiona Tooley
Tel: +44 (0) 7785 703523
or email: fiona@tooleystreet.com
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